WHAT IS THE ETHICAL HOTLINE AND WHAT IS IT FOR?

Among the essential principles and values of AUGUSTA ABOGADOS, S.L.P. (hereinafter, “AUGUSTA ABOGADOS” or the “Firm”) are honesty, decency, respect for ethical rules and human rights, and depth and rigor in the analysis of the law. In accordance with these principles and values, at AUGUSTA ABOGADOS we maintain a firm commitment to compliance with the legal provisions and ethical rules that regulate our activity as well as, in general, with all the rules of the legal system.

This policy sets out the essential principles of the communications management procedure approved by the Board of Directors of AUGUSTA ABOGADOS, in accordance with the provisions of Law 2/2023, of February 20, regulating the protection of persons who report regulatory violations and the fight against corruption (“Law 2/2023”).

The main objectives of the establishment of an IBS are to protect persons who, in a labor or professional context, detect serious or very serious criminal or administrative violations and report them through the mechanisms regulated for this purpose, as well as to strengthen and promote the culture of information as a mechanism to prevent and detect irregular conduct.

Through the Ethics hotline, persons included in the personal scope of application of Law 2/2023 may inform AUGUSTA ABOGADOS of the possible existence of a criminal or administrative offense, or any other behavior contrary to current legislation or our internal codes of conduct that have been carried out in the framework of the activity developed by the Firm (including consummated offenses, attempts, activities that pose a risk of infringement and attempts to conceal the above) and that have become known in a work or professional context.

The Ethics hotline is the preferred channel for reporting actions or omissions within the scope of this policy. This should be understood without prejudice to the right of informants to turn to the competent authorities to report the facts, including the Independent Whistleblower Protection Authority or the regional authorities with powers in this area.

As established by Law 2/2023, the Ethics hotline should not be used as a mechanism to present general complaints or to share opinions or personal feelings that do not imply a well-founded suspicion of non-compliance with legal regulations or our codes of conduct. Nor should it be used to transmit information linked to mere interpersonal conflicts or that affect only the informant and the persons affected by the communication in relation to facts that cannot be considered disproportionate in a normal working environment and that do not imply a breach of the aforementioned rules. These kinds of matters should be communicated, where appropriate, through the means available at AUGUSTA ABOGADOS for these purposes.

SCOPE OF APPLICATION

This Policy is applicable to all members of AUGUSTA ABOGADOS and anyone related to that inform, through the procedures provided herein, of:

• actions or omissions that may constitute a serious or very serious criminal or administrative offense.
• conduct that may imply, by action or omission and on the part of a member of AUGUSTA ABOGADOS, facts that have an effective implication in the professional relationship with AUGUSTA ABOGADOS of the person to whom the communication refers, related to the commission in a work or professional context of any act contrary to the rules of conduct of the Code of Ethics of AUGUSTA ABOGADOS or other provisions of the internal regulatory system of the Firm.
• any acts or omissions that may constitute breaches of EU law, under the terms provided for in Law 2/2023.

Members of the Firm are considered to be those who at any time are partners, employees and collaborators of the Firm (such as, among others, off-counsel and the like). This Policy is also applicable to informants who, not being members of AUGUSTA ABOGADOS, have obtained information about any of the actions or omissions referred to in paragraph (a) above in a work or professional context, including in any case:

• any person working for or under the supervision and direction of AUGUSTA ABOGADOS, its contractors, subcontractors and suppliers
• persons who have been members of AUGUSTA ABOGADOS in the past, having terminated their employment or statutory relationship with the Firm.
• volunteers and interns, regardless of whether or not they receive remuneration.
• persons whose employment relationship has not yet begun, in cases where information on violations has been obtained during the selection or pre-contractual negotiation process

The aforementioned actions or omissions that may be reported under the provisions of this Policy include those that may constitute a breach of Law 10/2010, of April 28, 2010, on the prevention of money laundering and terrorist financing (hereinafter “AML/CFT”) and its implementing regulations, or the policies and procedures implemented to comply with them, committed within the Firm as a subject bound by said Law, which may be reported by employees, managers or agents of AUGUSTA ABOGADOS in accordance with the provisions of article 26 bis of the aforementioned Law.

PRESENTATION OF COMMUNICATIONS

At AUGUSTA ABOGADOS we offer the mechanisms described below to communicate possible irregularities:

• Written communication by e-mail or postal mail: you can send the information either by e-mail to the following address canaletico@augustaabogados.comor by mail addressed to “Canal Ético Augusta Abogados, Vía Augusta 252, 08017 Barcelona, Spain”.

• Written communication via web communication form: you can contact us by using our Communication Form which contains the most important data to consider when sending us a communication. Its use is not mandatory, although it allows us to analyze the information received more efficiently.

• Verbal communication: if you prefer, you can hold a face-to-face, telematic or telephone meeting with the person responsible for the Augusta Abogados Ethics hotline. To do so, please send the corresponding request in writing by any of the means indicated above or by calling the telephone number (+34) 93 3621620. The meeting will be held with the person responsible for the AA Ethical hotline within seven days of receipt of the request. Depending on the circumstances of each case, other persons from the Firm may be present at the meeting requested by the informant.

To facilitate the processing of the communications we receive, we suggest that informants identify themselves. However, we accept the possibility of anonymous communications.

EXTERNAL CHANNELS

Without prejudice to the preferential channel of the aforementioned internal channel for the communication of possible non-compliances included in Law 2/2023, the informants may also access the channels established by the Public Administrations for these purposes, either directly or after prior communication through the aforementioned internal channels.

Among the aforementioned external channels enabled for the communication of non-compliance is that of the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offenses (“SEPBLAC”). Members (of AUGUSTA ABOGADOS, as a subject bound by the regulations for the prevention of money laundering and financing of terrorism), who are aware of facts or situations that may constitute violations under Law 10/2010 or its implementing regulations, may bring them to the attention of SEPBLAC.

ESSENTIAL PRINCIPLES AND GUARANTEES OF THE ETHICAL HOTLINE

Good faith: it is a prerequisite for the protection of the informant that he/she acts in good faith and with honest awareness that serious damaging events have occurred or may occur. This principle is opposed to actions such as the transmission of false or misrepresented information, as well as information that has been obtained in an unlawful manner. False or malicious communications or information may result in the imposition of sanctions.

ACCESSIBILITY

The Ethics hotline allows all persons referred to within its scope of application to communicate information on the violations described above, in writing or verbally, and may do so anonymously.

GENERAL GUARANTEE OF CONFIDENTIALITY

AUGUSTA ABOGADOS will maintain the confidentiality of the communications received and the investigation conducted. All internal investigations shall be carried out with due respect for the rights of both the informant and the person or persons affected or investigated. In the event that a communication is made through a channel other than the Ethics hotline or to members of AUGUSTA ABOGADOS who are not responsible for the processing of such communications, the recipient of the information shall also be subject to the aforementioned obligation of confidentiality and shall immediately forward the communication through the Ethics hotline.

CONFIDENTIALITY OF THE INFORMANT’S IDENTITY

The guarantee of confidentiality of the identity of the informant is a guiding principle of this policy. Thus, such information shall not be disclosed to any person other than those who participate, directly or indirectly, in the analysis of the communication or at any stage of the processing and monitoring of the investigation that may be carried out, as well as to the Data Protection Officer of the Firm; such persons shall be subject to the duties of confidentiality provided for in this policy. Under no circumstances will the identity of the informant be communicated to the person being investigated or affected by the communication. However, the Firm may disclose the identity of the informant to the judicial authority, the Public Prosecutor’s Office or the competent administrative authority in the context of a criminal, disciplinary or sanctioning investigation, as well as in all other cases provided for in the applicable regulations. In this case, and unless this information could jeopardize the investigation or the judicial proceedings, this circumstance shall be communicated to the informant before disclosing his identity (in cases where the informant is not anonymous).

PROHIBITION OF RETALIATION AGAINST THE WHISTLEBLOWER

Whistleblowers who report irregularities in good faith may not be penalized or suffer any negative consequences or retaliation (or threat or attempt thereof) for having made the report or for not having complied with an instruction contrary to the regulations. This guarantee of absence of reprisals extends to natural or legal persons related to the whistleblower and to the natural persons assisting them during the submission and processing of the report; it also applies to the legal representatives of the employees in the exercise of their functions of advising and supporting the whistleblower. However, communications made knowingly false or with reckless disregard for the truth are prohibited. The whistleblower protection shall not apply in these cases and the whistleblower shall be subject to disciplinary sanction and/or the corresponding legal measures in accordance with the administrative, criminal and/or civil liabilities provided for in the applicable regulations.

DILIGENCE, AGILITY AND EFFECTIVENESS

The actions aimed at verifying and clarifying the facts contained in the communications received must be carried out with the greatest possible diligence, agility and effectiveness, taking into account the complexity of the facts, with the objective that the Firm is the first to become aware of the possible irregularity, and in any case, in accordance with the provisions of the SII Management Procedure.

PROPORTIONALITY, OBJECTIVITY AND RESPECT FOR THE GUARANTEES OF INTERVENING PARTIES

The actions carried out within the framework of the SII will be developed in accordance with criteria of proportionality and objectivity, with the utmost respect for the law in force, recognizing the rights of all the parties involved and observing all the guarantees expressly provided for in the SII Management Procedure for the persons involved, being expressly prohibited any act constituting retaliation against the informants.

RIGHTS OF THE PERSON UNDER INVESTIGATION

The person under investigation has the right to be informed of the actions or omissions attributed to him/her and to be heard by the instructor of the internal investigation as many times as he/she requests. However, the existence of the investigation shall be communicated to the person under investigation in the time and manner deemed appropriate to ensure the proper conduct of the investigation. Once informed, he/she may request the examination of the information and documentation contained in the file to which the communication has given rise, although the necessary measures must be taken to ensure that no information is disclosed that would allow the identity of the informant to be known. During the processing of the investigation, the person under investigation shall be protected by the presumption of innocence, the right to honor and other rights provided for in the applicable regulations. The exercise of these rights must comply with the principle of confidentiality of the informant’s identity. The person under investigation shall be informed of the decisions, if any, that the Office may take against him/her on the occasion of or as a result of the investigation.

RESPONSIBLE FOR THE SII

The management of the Ethical hotline corresponds to a Communications Management Manager, appointed by the management body, the body that assumes the function of supervising the Compliance System of AUGUSTA ABOGADOS. The designation of the Head of the IBS is notified to the Independent Authority for the Protection of the informant or, where appropriate, to the competent authorities or bodies of the autonomous communities, within the scope of their respective competences. AUGUSTA ABOGADOS’ SII Manager assumes diligently, and in the absence of conflict of interest, the resolution of the procedures initiated as a result of the information received through the established Internal Channel, ensuring the proper application of the SII Procedure.

In the event of a conflict of interest, the management body shall appoint the person in charge of such resolution, who in the exercise of this function shall be subject to the same obligations and principles as the IBS Officer. The IBS Officer shall keep a record book of the information received and of the investigation files to which they have given rise, guaranteeing the confidentiality of the information at all times. The Head of the SII has the material and personal means necessary for the correct development of his functions, which he will carry out with full respect for the general principles of the SII, in an independent and autonomous manner with respect to the rest of the organs of the Firm, with neutrality, honesty and objectivity towards all the persons involved.

Effective processing of communications

All communications submitted through the Ethical hotline will be admitted for processing, except in the following cases, which are expressly excluded from the protection offered by the Ethical hotline:

• when the facts reported lack any verisimilitude or are based on mere personal opinions lacking any indication of veracity;
• when the facts do not constitute a violation of the legal system included in the scope of application of this Policy;
• when the communication is manifestly unfounded or there are reasonable grounds to believe that the information supporting the communication was obtained through the commission of a crime;
• when the communication refers to facts that are the subject of a previous communication and does not contain new and significant information that justifies its processing;
• information related to complaints about interpersonal conflicts or that affect only the informant and the persons to whom the communication or disclosure refers;
• information that is already fully available to the public or that are mere rumors;
• information affecting classified information, or the obligations resulting from the protection of the professional secrecy of legal professionals in the scope of their activities;
• information relating to infringements in the processing of contracting procedures that contain classified information or that have been declared secret or reserved, or those whose execution must be accompanied by special security measures in accordance with the legislation in force, or those in which the protection of essential interests for the security of the State so requires.

Communications admitted for processing will be managed effectively and carefully analyzed in order to adopt the measures that, if appropriate, are deemed pertinent. The Communications Management Committee shall ensure that no actual or potential conflict of interest situation arises in the processing of communications, and that they are handled with the utmost impartiality and objectivity. The personnel of the Firm who are not affected by the communication shall be obliged to cooperate with the internal investigation and shall maintain confidentiality regarding the very existence of the investigation and its content.

Processing of personal data

Data Controller and Data Protection Officer

AUGUSTA ABOGADOS shall be considered responsible for the processing of personal data derived from the use of the internal information system and the processing of internal investigations within the scope of the Ethics hotline (the “Personal Data”) derived from this policy. The Data Protection Officer is the point of contact for questions relating to the processing of Personal Data. Data subjects may contact the Data Protection Officer at protecciondatos@augustaabogados.com.

Categories of personal data and data origin

The Personal Data to be processed within the scope of the Ethics hotline will be identification, contact, economic, professional and employment data, and data relating to the facts reported. Exceptionally, when necessary in the context and according to the nature of the investigation, data of special categories may be processed (such as data relating to criminal or administrative offenses, health data, data on sexual orientation or life or ethnic or racial origin), as well as any other data derived from the use and operation of the Ethics hotline. The Personal Data processed will be those provided directly by the persons concerned or, as the case may be, by informants, as well as by the Firm’s personnel and third parties from whom information is requested in the course of an investigation; such data will in any case be related to the facts under investigation.

Purposes, legal basis and retention periods

The processing of Personal Data will be carried out based on the legal obligations of AUGUSTA ABOGADOS regarding the existence and management of an information system and in accordance with Law 2/2023.

Purposes of processing and basis of legitimacy of the Ethical hotline

Personal Data will be processed for the purpose of:

• process the communication and decide on its admission or inadmissibility and,
• in case of admission, carry out the corresponding investigation and adopt the corresponding corrective and disciplinary measures.

Data retention during the admission phase

Personal Data will only be processed within the channel for receiving communications for the time necessary to make a decision on their admissibility and will not be disclosed to third parties, unless it is necessary for the proper functioning of the system or for making a decision on the admissibility of a communication. As provided by Law 2/2023, when a communication has been submitted orally, oral communications shall be recorded and documented (i) by recording the conversation in a secure, durable and accessible format; or (ii) through the subsequent complete and accurate transcription of the recording of the conversation, in which case, the informant shall be given the opportunity to verify, rectify and accept by signing the transcription of the conversation. Once the decision on its admission or inadmissibility has been taken, the Personal Data will be deleted from the communications reception channel and, in any case, if no decision has been taken in this respect, three months after its recording. However, limited information may be kept for a longer period of time in order to leave evidence of the operation of the system.

Processing of the internal investigation and subsequent retention of data

In the event that the communication is admitted for processing, the Personal Data may be processed outside the channel for receiving communications by the team responsible for the investigation in order to carry out the relevant internal investigation. This processing will be carried out on the basis of compliance with legal obligations of AUGUSTA ABOGADOS (art. 6.1.c RGPD). The Personal Data will be processed for the time necessary to carry out the investigation and comply with legal obligations. In any case, after three months from the receipt of the communication without having initiated investigation actions, it must be deleted, unless the purpose of conservation is to leave evidence of the operation of the system. Communications that have not been followed up may only be recorded in anonymized form, without the blocking obligation provided for in article 32 of Organic Law 3/2018, of December 5, being applicable.

If it is proven that the information provided or part of it is not truthful, it will be immediately deleted as soon as this circumstance becomes known. Except in cases where the lack of truthfulness may constitute a criminal offense, in which case the information will be kept for the necessary time during the legal proceedings. Once the investigation is concluded, the Personal Data will be kept for the time necessary to adopt and execute the corresponding measures and, after that, for the maximum period of prescription of any legal or contractual actions. In no case will the data be kept for a period longer than ten years.

Recipients of personal data and international data transfers

Personal Data will be processed by the Communications Management Committee and by those persons within the Firm’s organization who, in accordance with the scope of their powers and functions and with Law 2/2023, are necessary. Personal Data will only be disclosed to third parties when appropriate to carry out the investigation (e.g. service providers or external consultants) or for the subsequent adoption of the corresponding corrective measures (e.g. the human resources manager when disciplinary measures are to be taken against an employee). The identity of the informant may be disclosed to the judicial authority, the Public Prosecutor’s Office or the competent administrative authority in the context of a criminal, disciplinary or disciplinary investigation. Disclosures made for these purposes shall be subject to safeguards established in the applicable regulations. In particular, this circumstance shall be conveyed to the informant before disclosing his or her identity, unless such information could compromise the investigation or judicial proceedings. Given the technological resources used by the Firm, international data transfers may be carried out by complying with appropriate measures as established by current regulations. In addition, given the international activity of the Firm, if the facts reported or subsequently investigated have circumstances that make the international transfer of Personal Data necessary, appropriate measures will also be taken in accordance with the applicable regulations. In the event that the processing of data by any of the service providers assisting in the management of the Ethical hotline or investigation should involve international transfers, these shall be carried out in accordance with the applicable regulations and information on the guarantees adopted by the Firm may be requested by contacting the Data Protection Officer.

Exercising personal data protection rights

Individuals interested in exercising their data protection rights may contact the Data Protection Officer at the following e-mail address protecciondatos@augustaabogados.com to exercise their rights of access, rectification, opposition, suppression, portability, limitation or any other rights recognized by the regulations in relation to the data contained in the corresponding file, under the terms provided in the applicable legislation. However, when the person to whom the facts are attributed or any third party exercises his or her right of access, the informant’s identification data will not be communicated to him or her. Likewise, the owners of the Personal Data may file a claim or request related to the protection of their Personal Data before the Spanish Data Protection Agency (https://www.aepd.es). More information about the processing of your data at augustaabogados.com/legal-and-privacy/.